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Kinstellar advises shareholders of ROFA Industrial Automation on the sale of ROFA Group to SPIE
Kinstellar is advising the shareholders of ROFA Industrial Automation on the sale of the German ROFA Group to the listed French SPIE Group. ROFA Industrial Automation (ROFA), headquartered in Bavaria, is a leading provider of automation technology, intralogistics solutions, and special‑purpose machinery with operations in China, Austria, Hungary, Romania, the Netherlands, Poland, and the United States. ROFA’s portfolio covers the full project lifecycle, from consulting and software/hardware engineering to manufacturing, commissioning, and after-sales services. By acquiring ROFA, SPIE aims to strengthen its strategic position in the German industrial services market. The transaction remains subject to antitrust
Kinstellar advises Rivean Capital on Austrian-law aspects of its majority investment in Engelmann Sensor
Kinstellar has provided legal advice to Rivean Capital in connection with its acquisition of a majority stake in Engelmann Sensor (“Engelmann”) from funds managed by DPE Deutsche Private Equity. Engelmann, headquartered in Germany, is a leading international provider of smart submetering solutions for heat, cooling and water consumption. With Rivean Capital as its new strategic partner, Engelmann aims to further expand its international footprint, drive product innovation and strengthen its operational capabilities. Kinstellar advised Rivean Capital on all Austrian-law aspects of the transaction. The team was led by Philipp Kapl (Partner, M&A) with key support from Agnes Lackenberger (Senior Associate
Austrian Supreme Court clarifies key principles for option agreements
In its recent decision (OGH 16.9.2025, 6 Ob 135/24g), the Austrian Supreme Court (“OGH”) confirmed key principles on the validity of option agreements in shareholder agreements and the need for a shareholder resolution in case of transfer restriction clauses. Hence, the decision is highly relevant for Austrian limited liability companies and their (future) shareholders, in particular private equity investors and family offices. 1. Underlying facts: The case under review involved an Austrian limited liability company (GmbH) (the “Company”) that was established by articles of association dated 30 April 2021 (the “AoA”). The shareholders are (i) a private foundation (Privatstiftung) (the “Shareholder
Austrian UBO register: New reporting obligations for nominee agreements
Austria recently introduced further amendments to the Beneficial Owner Register Act (WiEReG – BORA), which are intended to reduce structural opacity in beneficial ownership structures. In practice, the most relevant measures concern extended reporting obligations for nominee agreements (trust relationships). New key definitions The changes relating to nominee agreements came into force on 1 October 2025. The new Section 2a of the BORA introduces three key terms: nominee, nominator, and nominee director, whereas: a “nominee” is a natural person, legal entity, or group of the foregoing who is instructed by the nominator to act as an owner or in a trustee function for the nominator; a
Kinstellar advises the shareholders of Autolift Group on strategic partnership with CAPCELLENCE
Kinstellar has advised the shareholders of Autolift on the conclusion of a majority strategic partnership with Hamburg-based private equity investor CAPCELLENCE Mittelstandspartner. As part of the transaction, CAPCELLENCE acquired a majority stake in the company, while the sellers remain significantly invested and will continue to contribute to the company’s growth mission. Autolift, a leader in the field of vehicle lifting technology for 35 years, with subsidiaries in Hungary, Serbia, Germany and India, has evolved from its roots in the automotive sector into a global provider of lifting systems for rail vehicles, as well as lifting and turning devices. With headquarters in Austria, the Autolift group supplies its